Board Charter

OBJECTIVE

The objectives of the Board are as follows:
 

  • to provide strategic guidance and effective oversight of the management;
  • to challenge management with questions based on informed knowledge;
  • to oversee management's plans, decisions and actions;
  • to monitor management's ethical conduct, financial reporting and regulatory compliance; and
  • to be capable of effectively achieving good governance and protecting stakeholders' interest.

ROLE OF THE BOARD

The role of the Board is to effectively represent and promote the interests of the shareholders with a view to adding long term value to the Company's shares.

In discharging its responsibilities, the Board shall, amongst others:
 

  • together with senior management, promote good corporate governance culture within the Company which reinforces ethical, prudent and professional behaviour;
  • review, challenge and decide on management's proposals for the Company and monitor its implementation by management;
  • ensure that the strategic plan for the Company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
  • supervise and assess management performance to determine whether the business is being properly managed;
  • ensure there is a sound framework for internal controls and risk management;
  • understand the principal risks of the Company's business and recognise that business decisions involve the taking of appropriate risks;
  • set the risk appetite within which the Board expects management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks;
  • ensure that senior management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of board and senior management;
  • ensure that the Company has in place procedures to enable effective communication with stakeholders; and
  • ensure the integrity of the Company's financial and non-financial reporting.
  • appoint the Group Managing Director / Chief Executive Officer (“GMD / CEO”), setting the terms of the employment contract and terminating the GMD / CEO's employment, where necessary, in the best interest of the Company.

The Board will use its best endeavours to familiarise itself with issues of concern to shareholders.

In addition the following are matters reserved for the decision of the Board:
 

  • Acquisition and disposal of assets of the Company or of its subsidiaries that are material in nature;
  • Investment in new business;
  • Divestment / sale of existing business;
  • Related-party transactions of a material nature;
  • Authority levels for core functions;
  • Investment and treasury policies;
  • Risk Management policies;
  • Outsourcing of core business functions;
  • Corporate proposal on fund raising; and
  • Compensation and remuneration of Directors and key senior officers.

The Board shall determine the materiality threshold for the various transactions from time to time. The Internal Control Programme ("ICP") of the Company as approved by the Board sets out the limit of authority of the Executive Committee ("Exco"), GMD/CEO and Senior Management. Any transactions above the authority limit granted to Exco, the GMD/CEO and Senior Management under the ICP is a matter reserved for the decision of the Board.

In the normal course of events, day to day management of the Company will be in the hands of the management and under the stewardship of the GMD/CEO.

COMPOSITION AND SIZE

Membership of the Board is subject to a minimum of five (5) Directors and a maximum of ten (10) Directors. it is a requirement by Bursa Securities where at least 2 Directors or 1/3 of the Board, whichever is higher, must be independent members.

Under the MCCG 2017, it is best practice that at least 1/2 of the Board comprises independent directors.

BOARD BALANCE

The Board is a balanced board with a complementary blend of expertise with professionals drawn from varied backgrounds such as banking and finance and accounting bringing with them, in depth and diversity in experience, expertise and perspectives to the Group's business operations.

The Independent Non-Executive Directors is to provide an unbias and independent view, advice and judgment to take into account the interest, not only the Group but also of shareholders, employees and communities in which the Group conducts business.

TERMS OF REFERENCE

The Board shall be governed by the following terms of reference:

Terms of Membership

Members of the Board shall be appointed for an initial term of three years (3) after which they will be eligible for re-appointment during the Annual General Meeting ("AGM").

Meetings

The Board shall meet at least four (4) times in a year.

A resolution in writing signed by all the members of the Board in accordance with the Company's constitution shall be as valid and effectual in all respects as if it has been passed at a meeting of the Board duly convened.

Attendance at Meetings

The Board may invite any persons to be in attendance to assist in its deliberations.

Secretary to the Board

The Board is entitled to the services of a company secretary ("Secretary").

The Secretary shall be responsible for advising the Board on governance matters. The Secretary through the Chairman place an important role in good governance by helping the Board and its committees function effectively and in accordance with their terms of reference and best practices.

The roles and responsibilities of the Secretary includes, but not limited to the following:
 

  • manage all Board and board committee meeting logistics, attend and record minutes of all board and board committee meetings and facilitate the Board communications;
  • advise the Board on its roles and responsibilities;
  • facilitate the orientation of new directors and assist in director training and development;
  • advise the Board on corporate disclosures and compliance with company and securities regulations and listing requirements;
  • manage processes pertaining to the AGM;
  • monitor corporate governance developments and assist the Board in applying governance practices to meet the Board's needs and stakeholders' expectations; and
  • serve as a focal point for stakeholders' communication and engagement on corporate governance issues

Quorum

Under the Company's constitution a quorum shall consist of at least two (2) Board members. However, the Company shall implement a practice in convening a meeting only when fifty percent (50%) of its members are present, of which one third (1/3) are independent members.

Access to Advisors

All Directors have access to the advice and services of the Company Secretary and the Senior Management staff in the Group and may obtain independent professional advice at the Company's expense in furtherance of their duties.

A procedure has been adopted to set out the circumstances and process in which Directors may seek professional advice at the cost and expense of the Company for informed decision making.

Training Programme

All new Directors are required to undergo an orientation programme to provide them with the necessary information to enable them to contribute effectively from the outset of their appointment. The orientation programme prescribes internal briefings on the Group's operations and financial performance. All Directors will have to attend the Mandatory Accreditation Programme prescribed by the Bursa Securities.

The Nomination Committee shall constantly evaluate the training needs of the Directors and recommend trainings to each Director to enable the Director to discharge his/her duties effectively and proficiently, taking into account the individual needs of each of the Directors.

Duties and Responsibilities

Executive Chairman


The roles and responsibilities of the Executive Chairman include the following:
 

  • providing leadership for the Board so that the Board can perform its responsibilities effectively;
  • setting the Board agenda and ensuring that the Board members receive complete and accurate information in a timely manner;
  • leading Board meetings and discussions;
  • encouraging active participation and allowing dissenting views to be freely expressed;
  • managing the interface between the Board and management;
  • ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole;
  • leading the Board in establishing and monitoring good corporate governance practices in the Company.
  • to be the spokesperson for the Company; and
  • to be in charge of branding and corporate image of the Company

Group Managing Director/Chief Executive Officer

The roles and responsibilities of the GMD / CEO are as follows:
 

  • to ensure the implementation of the decisions of the Board and of the strategy adopted by the Board;
  • to assume full accountability to the Board for all aspects of the Company's day-to-day operations and overall performance
  • to be responsible for the overall system of controls that are in place for the Company;
  • to monitor closely on operating financial results in accordance with plans and budgets;
  • to ensure accurate and timely preparation of information for the Board;
  • to ensure an effective and motivated management team and its succession planning;
  • to formulate strategies of communication in matters affecting both internal and external parties;
  • to represent the Company to major customers, employees, suppliers, and professional associations; and
  • to be the spokesperson of the Company

Directors

The roles and responsibilities of the Directors are as follows:
 

  • to discharge its fiduciary duties and responsibilities in the best interest of the Company;
  • to exercise reasonable care, skill and diligence reasonably expected of directors;
  • to commit to serve the company with due diligence and integrity;
  • to commit to the time required to fulfil the role and perform their responsibilities effectively;
  • to disclose interest (direct or indirect) in contracts or arrangements with any company in the Group or property held which may give rise to a conflict of interest – such disclosure to be given in writing to the Board;
  • to disclose any proposals or transactions amounting to related party transactions requiring announcements, circulars, or shareholders' approval, not being in the ordinary course of business;
  • to approve annual audited accounts;
  • to approve remuneration of auditors and make recommendation for appointment and removal of auditors after which approvals from the shareholders are to be sought;
  • to ensure that the accounts of the Company are made out in accordance with applicable approved accounting standards;
  • to call for AGM, EGM and approving notices; and
  • to make appropriate recommendations in respect of matters that are specifically reserved for the approval of shareholders in general meetings

Independent Directors

Independent Directors carry additional responsibilities to ensure independence of the Board and to help mitigate any conflict of interest between the policy-making process and the day-to-day management of the Company. The responsibilities include the following:
 

  • to protect the interest of minority shareholders, other stakeholders and the general public;
  • to enhance the independence and objectivity of the Board's deliberations from the executive arm
  • to mitigate any possible conflict of interests between the policy-making and the day-to-day management;
  • to constructively challenge and contribute to the development of strategies;
  • to ensure that the Board uses adequate systems and controls to safeguard the interests of the Company;
  • to provide the 'check and balance' function to the Board; and
  • to monitor and provide an objective view on the performance of Executive Directors and management in meeting the agreed goals and objectives

Senior Independent Director

The Board shall identify an Independent Non-Executive Director to be the Senior Independent Director to whom concerns may be conveyed. The responsibilities of the Senior Independent Director are as follows:
 

  • ensure all Independent Directors have an opportunity to provide input on the agenda and advise the Chairman on the quality, quantity and timeliness of the information submitted by the management that is necessary or appropriate for the Independent Directors to perform their duties effectively;
  • consult the Chairman regarding the Board meeting schedules to ensure the Independent Directors can perform their duties responsibly and with sufficient time for discussion of all agenda items;
  • serve as the principal conduit between the Independent Directors and the Chairman on sensitive issues for example issues that arise from 'whistle-blowing'; and
  • serve as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through the normal channels of contact with the Chairman or GMD / CEO;

BOARD COMMITTEES

The Board shall establish Board Committees to assist the Board in performing its duties and discharging its responsibilities more efficiently and effectively. The Board Committees make regular reports to the Board on their activities.

Audit & Governance Committee

The Audit & Governance Committee shall consist of Non-Executive Directors only, a majority of whom are independent. The minimum number of members is three (3) Directors. The Committee will meet at least four (4) times annually. The Audit Committee functions on a Terms of Reference approved by the Board.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee shall consist of Non-Executive Directors only, a majority of whom are independent. The minimum number of members is three (3) Directors. The Committee will meet at least once a year:

  • to assess the effectiveness of the Board and the contribution of individual Directors and determines the training needs of Directors; and
  • to review the remuneration packages of the Directors, GMD/CEO and key senior officers of the Company and its subsidiaries.

The Nomination & Remuneration Committee functions on a Terms of Reference approved by the Board.

Risk & Sustainability Committee

The Risk & Sustainability Committee shall consist of Non-Executive Directors, with a minimum of three (3) Directors. The Committee shall meet at least once every quarter. The Risk & Sustainability Committee functions on a Terms of Reference approved by the Board.

RELATIONSHIP OF THE BOARD

Section 3.4, 3.5 and 3.6 of the Board Governance Structure adopted by the Board sets out the relationship between the Board, the Management, its Board Committees and the Board and Board Committees of its Subsidiary Companies.

CONFLICT OF INTEREST

A Board Policy on Conflict of Interest has been adopted to guide all Directors in the areas of conflict of interest and the actions they must take in the event that a possible conflict arises.

REVIEW

This Board Charter shall be reviewed by the Board from time to time to ensure its effectiveness.

The last review was carried out and approved by the Board at the Board of Directors' Meeting held on 23 November 2017.
 

Terms of Reference of Board Committees

Risk & Sustainability Committee Download

Nomination & Remuneration Committee Download

Audit & Governance Committee Download